FANN
'Fann' as used herein is defined as Fann Instrument Company, A Product Service line of Halliburton Energy Services, Inc.
ACCEPTANCE
All orders from Customer are subject to final acceptance by Fann and to the conditions set out herein. Terms and conditions set forth in Customer's order shall be null and void unless specifically accepted by Fann in writing. Performance by Fann pursuant to order of Customer shall not constitute acceptance by Fann of Customer’s terms and conditions.
EXPORT LAWS
SOME OR ALL OF THE GOODS AND SERVICES (INCLUDING ANY SOFTWARE AND TECHNICAL DATA) TO BE SUPPLIED HEREUNDER ARE OF U.S. ORIGIN OR ARE PRODUCED FROM U,S. TECHNOLOGY. THE PARTIES ACKNOWLEDGE THAT THE LAWS OF THE UNITED STATES REGULATE THE MOVEMENT BETWEEN COUNTRIES OF SUCH GOODS AND SERVICES,
WHETHER IT BE THE INITIAL EXPORT FROM THE U.S. OR ANY SUBSEQUENT MOVEMENT ACROSS AN INTERNATIONAL BORDER. FANN CAUTIONS THAT ANY CHANGE IN USE, CHANGE IN COUNTRY OF USE OR USE BY A PARTY OTHER THAN CUSTOMER MAY ALTER THE STATUS OF THE GOODS AND SERVICES UNDER APPLICABLE LAWS OF THE UNITED STATES AND THE COUNTRY OF USE AND MAY RESTRICT OR PROHIBIT SUCH CHANGE. CUSTOMER AGREES THAT IT SHALL IN NO CASE BE PARTY TO A TRANSACTION WHICH WOULD ALLOW SUCH GOODS OR SERVICES TO BE USED IN CONNECTION WITH THE DESIGN, PRODUCTION, USE OR STORAGE OF CHEMICAL, BIOLOGICAL OR NUCLEAR WEAPONS OR MISSILES OF ANY KIND OR WOULD RESULT IN A VIOLATION OF OR PUNISHABLE OFFENSE UNDER UNITED STATES LAW. ANY FANN OBLIGATION TO SUPPLY GOODS AND SERVICES TO CUSTOMER IS SUBJECT TO ITS ABILITY TO DO SO UNDER APPLICABLE
LAW CURRENT FROM TIME TO TIME HEREAFTER, INCLUDING ITS ABILITY TO SECURE A LICENSE FROM THE APPROPRIATE AGENCY OF GOVERNMENT. ANY FAILURE OF FANN TO COMPLY WITH SUCH AN OBLIGATION OR DELAY IN COMPLIANCE ARISING OUT OF OR IN CONNECTION WITH APPLICABLE LAW OR INABILITY TO OBTAIN A LICENSE SHALL BE DEEMED A FORCE MAJEURE EVENT AND NOT A BREACH OF CONTRACT.
FINAL DESTINATION
This quotation is based upon final destination of the items being as designated in this quotation. In the event final destination is different form such designation, or is later changed, this quotation is void and new quotation must be provided for actual final destination.
PAYMENT TYPES
If Customer does not have an approved open account with Fann, all sums due are payable in cash at the time of performance of services or delivery of equipment, products or materials. If Customer has an approved open account, invoices are payable on the twentieth day after date of invoice. Customer agrees to pay interest on any unpaid balance from the date payable until paid at the highest lawful contract rate applicable, but never to
exceed 18% per annum. In the event Fann employs an attorney for collection of any account, Customer agrees to pay Fann's reasonable and necessary attorney fees, but in no case shall the attorneys fees be less than 20% of the unpaid account, plus all collection and court cost.
With respect to some export sales, payment is to be made in exchange for the documents mentioned in delivery below to be tendered to bankers approved by Fann for the full amount of the goods sold, with such credit to be confirmed to Fann by such bankers and to remain in full force until the order of customer shall be completely performed by Fann.
Export letters of credit are to be confirmed and irrevocable, payable at sight in U.S. Dollars and issued by a major bank acceptable to Fann with Fann at the address shown in this quotation as beneficiary. All bank transfer charges, commissions, amendment charges or any charges in connection with the letter of credit are for the Customers account. The latest shipment date of the letter of credit should be thirty days after the quoted delivery date. The expiration date should be at least sixty days after the latest shipment dated.
TAXES
All prices quoted are exclusive of any federal, state, local, sales, use, excise, value added, or similar taxes imposed on the sale or use of the services, equipment, product or material listed, which taxes will be added to quoted prices where applicable upon invoicing.
PRICES
Prices quoted herein are in U.S. Dollars per INCOTERMS 2000 as defined under delivery.
VALIDITY
Prices quoted herein are firm for ninety days from the date of this quotation, unless specified otherwise, will be the invoice price through delivery provided order is received within this period and order can be invoiced and shipped when completed. Deliveries quoted are estimates and subject to change based on first come first served. Firm shipping dates will be provided for the material upon placement of order.
WEIGHTS
All weights shown on the quotation are approximate per unit expressed in U.S. pounds and/or fractions thereof unless otherwise specified.
CHANGES
No alternations in specifications or changes either for total quantify, delivery, mechanical, chemical or other details may be made without written consent of Fann and adjustment or confirmation of prices.
REVISIONS
All prices, terms and conditions are subject to change without notice.
DISCOUNTS
All quoted discounts are limited and applicable to commodity sales prices only. Discounts do not apply to packing charges, freight charges, etc.
INSPECTION & EXPEDITING
Inspection of the goods by Customer is to be made at Fann's works and at Customer's expense and such inspection and acceptance shall be final. Reasonable facilities will be afforded to inspectors representing the Customer. If the Customer requires expediters, inspectors, and/or agents, Fann will make available personnel to assist the Customer's expediters, inspectors, and/or agents during normal working hours at Fann's works and
charges for Fann's personnel in the amount of $25.00 per employee, per hour or any part thereof if less than one hour, will be added to the price quoted for the products, supplies and materials.
FANN'S PLANS AND SPECIFICATIONS
All plans, specifications and like material, attached hereto or finished herewith, are now and shall remain the exclusive property of Fann. Customer hereby agrees to receive such materials with the understanding that ft features and all aspects of all designs, drawing, engineering data and other technical or proprietary information, will be kept confidential, No part of said plans, specifications, blueprints or other like material, shall be used or reproduced, without the express written consent of Fann, signed by one of its officers.
DESIGN CHANGES
Fann reserves the right to change or modify the design of any Fann product, supplies and materials without obligation to furnish or install such changes or modifications on products previously or subsequently sold.
MANUFACTURER
All items quoted are new and unused, manufactured by/for Fann, unless specifically stated to the contrary.
COUNTRY OF ORIGIN
All items quoted are manufactured or purchased from within the United States (unless specifically stated otherwise).
SEVERABILITY
All parts hereof are severable. The invalidity of any part shall not affect the validity of any other part.
LIMITED WARRANTY
Fann warrants only title to the equipment, products and materials supplied and that the same are free from defects in workmanship and materials for one year from date of delivery. THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED OF MERCHANTABILITY, FITNESS OR OTHERWISE BEYOND THOSE STATED IN THE IMMEDIATELY PRECEDING SENTENCE. Fann's sole liability and Customer's exclusive remedy in any cause of action (whether in contract, tort, breach of warranty or otherwise) arising out of the sale, lease or use of any equipment, products or materials is expressly limited to the replacement of such on their return to Fann or, at Fann's' option, to the allowance to Customer of credit for the cost of such items. In no event shall Fann be liable for special, incidental, indirect, consequential or punitive damages. Notwithstanding any specification or description in its catalogs, literature or brochures of materials used in the manufacture of its products, Fann reserves the right to substitute other materials without notice. Fann does not warrant in any way equipment, products, and material not manufactured by Fann, and such will be sold only with the warranties, if any, that are given by the manufacturer thereof. Fann will only pass through to Customer the warranty granted to it by the manufacturer of such items.
DELIVERY
Tender to the customer or his authorized agent of commercial invoice and shipping documents, consisting of proper bills of lading or air waybill(s) and in case of ”CIF” sales, a negotiable insurance certificate, shall constitute full and final delivery on the part of Fann and entitle it to payment as stated herein.
Sales quoted as 'Ex Works' means Fann fulfills it obligation of delivery when it has made the goods available at its premises (i.e. works, factory warehouse, etc.) to the Customer, unless otherwise stated, "such shall constitute full and final delivery on the part of Fann as provided in INCOTERMS 2000. Sales quoted as “FCA Named City" means Fann fulfills it obligation of delivery when it has arranged carriage via common carrier to the first delivery point in the named city and pays the freight charges shall constitute full and final delivery on the part of Fann as provided in INCOTERMS 2000. Under “FCA”, “CIF”, "FAS”, “FOB” and any other similar terms, Fann will not be required to obtain any export licenses or other official authorization necessary for export of the goods nor pay any taxes, fees and charges levied in respect of the goods because of exportation.
Delivery terms for “CIF”, “CFR”, “CPT”, “CIP” or similar terms are quoted upon request as well as export preparation.
TITLE
Title shall remain with Fann until Customer actually receives the goods.
TIME OF DELIVERY AND DELAYS
Shipping dates or delivery dates quoted are estimates. Fann shall not be liable for any delay in manufacture or delivery due to fires, strikes, delays in transportation, shortage of cars, shortage of fuel or other material, shortage of labor, demands or requirements of any Government or due to any other causes beyond the reasonable control of Fann or the Manufacturer.
CANCELLATION
Orders cannot be canceled by Customer under any circumstances without Fann's consent and upon terms which will indemnify Fann against all loss.
RETURN OF GOODS
Neither all nor part of Customer's order may be returned to Fann without prior written agreement of Fann. In the event Fann shall agree to such return, Customer agrees in addition to any other requirements of Fann to pay all shipping charges and Fann's minimum restocking charge of 20% and that such goods be unused, undamaged, salable and in new condition. Under no circumstances may any goods be returned to Fann that are
used, damaged, labeled CSI (Customer Service Item), considered a special order or are not regularly stocked by Fann. On items Labeled CSI and special items, Fann will attempt to advise the Customer at time of order if the products, supplies, and materials are special or CSI, but Fann's failure to do so shall not be taken as a denial of the fact that it is a special item or CSI. Chemical and rubber products can not be returned as they are not re-stockable.
RELEASE AND INDEMNITY
To the maximum extent allowed by applicable law, Customer agrees to release Fann, its parent, subsidiary, affiliated companies, subcontractors and vendors and insurers and its/ their officers, directors, employees and agents herein referred to as “Halliburton Group”, from liability for any and all damages whatsoever to property of any kind owned by, in the possession of or leased by Customer. Customer also agrees to defend, indemnify and hold Halliburton Group harmless from and against any and all liability, claims, cost, expenses, attorney fees, and damages whatsoever for personal injury, illness, death, property damage and loss resulting from: loss of well control; services to control a wild well whether
underground or above the surface; reservoir or underground damage, including loss of oil, gas, other mineral substances or water; surface damage arising from underground damage; damage to or loss of the well bore; subsurface trespass or any action in the nature thereof, fire; explosion; subsurface pressure; radioactivity; contamination and pollution of any kind and its cleanup and control. Customer’s release, defense, indemnity and hold harmless obligations will apply even if the liability and claims are caused by the sole, concurrent,
active or passive negligence, fault or strict liability of one or more members of the Halliburton Group, the un-seaworthiness on any vessel or any defect in the data, products, supplies, materials or equipment furnished by Halliburton Group whether in the design, manufacture, maintenance or marketing thereof or from a failure to warn of such defect.
GOVERNING LAW
The validity, interpretation and construction of these terms and conditions shall be determined by the laws of the State of Oklahoma, U.S.A except for any conflict of laws provisions that would apply the law of another jurisdiction.
FORCE MAJEURE
Fann shall not be responsible for any delay or nonperformance due to governmental regulation, labor disputes, war or war-like actions, civil
disturbances or riots, weather, fire, acts of god or any other causes beyond the reasonable control of Fann.
MODIFICATIONS
Customer agrees that Fann shall not be bound by any changes or modifications in these terms and conditions, except where such change or modification is made in writing by a duly authorized executive officer of Fann.
WAIVER
Delay in enforcing any or all of the above terms and conditions shall not constitute a waiver nor preclude any subsequent enforcement. Failure to take prompt action with respect to any act or omission contrary to these terms and conditions shall not constitute a waiver of any right respect to such act or omission or any subsequent act or omission.
RESULTING ORDERS
Any resulting order should reference this quotation and be addressed to the attention of the undersigned at the address shown on the quotation heading.
